Shopylyst Terms of Service

Thank you for choosing Shopylyst!

To register for a Shopylyst account and access the Shopylyst (as defined below), you must carefully review and accept these Shopylyst Terms of Service (this “Agreement” or these “Terms”) by clicking on the “Get,” “Sign Up,” or any similar confirmation button provided.

PLEASE READ THESE TERMS CAREFULLY

By accepting these Terms or using the Shopylyst Software, you agree to be bound by this Agreement with Shopylyst.
If you do not agree to these Terms, do not click “I Accept” and do not use the Shopylyst.
In this Agreement, “you,” “your,” and “Customer” refer to you. If you are creating a Shopylyst account or using the Shopylyst on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, the terms “you,” “your,” and “Customer” refer to that entity.

The term “Customer” does not refer to customers of Shopylyst’s clients. If Shopylyst processes any personal data belonging to your customers on your behalf as part of providing the Shopylyst, the provisions outlined in the Data Processing Addendum and Privacy Policy apply.
If you are a customer of a Shopylyst client, please refer to that client’s Terms of Service to understand how they use processors like Shopylyst to handle your personal information.

IMPORTANT NOTES:

(i) Shopylyst does not provide any warranties or indemnities for Shopylyst, and these Terms limit Shopylyst’s liability to you.

(ii) Any disputes related to this Agreement, your account, or the Shopylyst must be resolved through binding arbitration and on an individual basis only.

TERMS:

The parties agree as follows:

1.  Certain Definitions

In this Agreement, terms with an initial capital letter shall be defined as follows:
“Account” refers to the Client’s account established upon entering into the Agreement, granting access to the Service.

“Agreement” refers to the contract formed by these Terms of Service, the Subscribed Plan, the Privacy Policy, any subsequent amendments thereto, and any separate agreement between SHOPYLYST and the Client for the provision of the Service.

“Client” means the individual or legal entity, professional only, with whom SHOPYLYST entered this Agreement and whose name and address appear on the Account. The Client and SHOPYLYST are hereinafter collectively referred to as the “Parties” or individually as a “Party”.

“Personal Data” refers to any information that identifies or can be used to identify a natural person, either directly or indirectly.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary, or that should reasonably be understood to be confidential in light of the nature of the information and the circumstances of its disclosure. However, “Confidential Information” does not include any information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was lawfully known to the receiving party, without restriction, before disclosure by the disclosing party;
(c) is lawfully disclosed to the receiving party, without restriction, by a third party with the legal authority to make such disclosure; or
(d) is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.

“Customer Content” means any information, data, images, graphics, text, or other materials provided or made available to Shopylyst by the Customer (or, if the Customer is an agency, its clients for whom the Customer acts as the agency of record — “Agency Clients”) for building or managing a Customer Website.

“Customer Website” means any website branded with the Customer’s trademarks (or, if the Customer is an agency, those of its Agency Clients) and operated by or on behalf of the Customer (or its Agency Clients) that uses an e-commerce platform integrated with the Shopylyst, for which the Customer is authorized to use the Shopylyst as specified in their Shopylyst account.

2. Changes

2.1 These Terms

Shopylyst may revise these Terms from time to time. When Shopylyst updates these Terms, the revised version will replace any prior versions and will take effect at the start of your next subscription renewal period. Shopylyst will provide advance notice of any material updates—either through your account dashboard and/or via email to the address associated with your account.

For other revisions, Shopylyst will simply update the “Effective Date” listed at the top of these Terms. Shopylyst encourages you to review the Terms periodically to stay informed about any changes.

Your continued access to or use of the Shopylyst after any updates take effect will constitute your acceptance of the revised Terms as of your next subscription renewal date. If you do not agree with the updated Terms, you must cancel your subscription to the Shopylyst before the renewal period begins.

Except as stated above, no amendment, modification, or waiver of any provision in this Agreement will be valid unless agreed to in writing by both parties.

2.2 Shopylyst Software

You acknowledge and agree that Shopylyst may modify, enhance, or discontinue any feature or functionality of Shopylyst from time to time. It is your responsibility to ensure that any integrations, calls, or requests you make to the Shopylyst remain compatible with the current version.

While Shopylyst makes reasonable efforts to avoid introducing non–non-backward-compatible changes, if such changes become necessary, Shopylyst will make reasonable efforts to provide you with at least thirty (30) days’ advance notice before implementing any incompatible updates.

3. Use of Shopylyst Software

3.1 Provision of Shopylyst Software

Subject to the terms and conditions of this Agreement and the Shopylyst Acceptable Use Policy (AUP) (available at https://shopylyst.com/acceptable-use-policy/ ), Shopylyst will use commercially reasonable efforts to make the Shopylyst available to the Customer under the selected pricing plan.

The Customer may allow its third-party contractors to access and use the Shopylyst solely for purposes of providing services to the Customer, provided such contractors are bound by confidentiality and usage obligations at least as restrictive as those outlined in this Agreement.

If the Customer is an agency, such rights may—by mutual agreement—be limited to specific Agency Clients, and the Customer may use the Shopylyst only on behalf of those Agency Clients that have expressly authorized such use within the scope of the Customer’s legitimate agency services for them.

3.2 Customer Responsibilities

The Customer acknowledges that Shopylyst’s ability to perform and provide the Shopylyst Software depends upon the Customer’s timely and reasonable cooperation. This includes providing access to any required APIs, relevant personnel, and Customer Content. The Customer agrees to provide such cooperation diligently and without delay.

The Customer is solely responsible for the accuracy, quality, integrity, and legality of all Customer Content.

The Customer grants Shopylyst a limited, non-exclusive, worldwide license to use, reproduce, create derivative works of, distribute, publicly perform, and display the Customer Content only as necessary to deliver and operate the Shopylyst for the Customer’s benefit.

3.3 Ownership Rights

As between the parties:

• Shopylyst owns and will retain all rights, title, and interest in and to the Shopylyst, including all enhancements, updates, and improvements thereto.
• The Customer (or, if the Customer is an agency, its Agency Clients) owns and will retain all rights, title, and interest in and to the Customer Content and Customer Websites (excluding any Shopylyst components embedded therein).

No rights or licenses are granted under this Agreement except as expressly stated herein.

3.4 Feedback

The Customer may, from time to time, provide Shopylyst with suggestions, ideas, comments, or other feedback regarding enhancements, improvements, new features, or functionality related to the Shopylyst (“Feedback”).

The Customer agrees that Shopylyst will have the full, unrestricted right to use, incorporate, modify, and otherwise exploit any such Feedback in any manner, without obligation or compensation to the Customer. All Feedback will be deemed the sole property of Shopylyst for use in connection with its products, services, and business operations.

3.5 Shopylyst Platform Improvements and Marketing

Notwithstanding anything to the contrary in this Agreement, Shopylyst reserves the right to collect and analyze data and other information relating to the use and performance of the Shopylyst and associated systems and technologies.

Shopylyst may:
(i) use such data and information to develop, enhance, and improve the Shopylyst Software and other offerings; and
(ii) use and disclose such data in aggregate, anonymized, or de-identified form for marketing, analytics, and other legitimate business purposes.

Shopylyst will ensure that no such data, when disclosed, identifies the Customer or any individual user.

4. Fees and Payment

4.1 Fees

The Customer agrees to pay Shopylyst the applicable fees as specified in Shopylyst’s standard pricing plan, which may be updated from time to time, or as otherwise outlined in any order form for the Shopylyst that has been accepted in writing by Shopylyst.

Shopylyst may modify its pricing plans at any time by updating the pricing pages on its official website, located at https://shopylyst.com/ (the “Site”). The Customer is responsible for regularly reviewing the Site for any updates to pricing. Any changes to the pricing plan will take effect at the start of the Customer’s next subscription renewal period.

All fees are due and payable in full at the beginning of each subscription term and upon every renewal. If Shopylyst does not receive payment within five (5) days of the due date, interest will accrue on the outstanding amount at a rate of one percent (1%) per month (or the maximum rate permitted by law, if lower), calculated from the due date until payment is received.

In addition, Shopylyst reserves the right to suspend or restrict access to the Shopylyst Software if payment remains unpaid for more than five (5) business days after written notice (including by email) of delinquency has been sent to the Customer.

Unless otherwise agreed in writing:
(a) All fees are quoted and payable in United States Dollars (USD);
(b) Payment obligations are non-cancellable and non-proratable for partial months; and
(c) All fees paid are non-refundable, except as expressly provided in this Agreement.

The Customer is solely responsible for collecting and remitting any fees associated with transactions between the Customer and its end users.

4.2 Taxes

All amounts and fees specified or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, or other governmental charges (collectively, “Taxes”).

The Customer is solely responsible for paying all applicable Taxes and any related interest or penalties arising from payments made under this Agreement, except for taxes based on Shopylyst’s net income.

5. Confidentiality; Restrictions

Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose certain business, technical, or financial information relating to the Disclosing Party’s business (collectively referred to as the “Proprietary Information” of the Disclosing Party).

The Receiving Party agrees to:
(i) take all reasonable precautions to protect the confidentiality of such Proprietary Information; and
(ii) not use or disclose any such Proprietary Information to any third party except as expressly permitted by this Agreement.

The foregoing obligations will not apply to any information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party;
(b) was lawfully in the Receiving Party’s possession or known before disclosure by the Disclosing Party;
(c) was rightfully disclosed to the Receiving Party by a third party without restriction and without breach of any obligation of confidentiality; or
(d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information.

In addition, the Customer shall not, and shall not permit any third party to:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code underlying the Shopylyst, or modify or create derivative works based on the Shopylyst;

2. Use the Shopylyst to build or develop a similar or competing product or service, or to gain unauthorized access to the Shopylyst Software; or

3. Use the Shopylyst in any unlawful manner, in violation of the Acceptable Use Policy (AUP), or otherwise outside the scope of rights expressly granted under this Agreement.

6. Term and Termination

6.1 Term

This Agreement begins on the date you first create an account or start using Shopylyst, and will remain in effect for the duration of your active subscription term, unless terminated earlier as provided below.

6.2 Termination by Customer

You may terminate your subscription to Shopylyst at any time through your account settings or by providing written notice to Shopylyst. Termination will take effect at the end of your current subscription period. Unless expressly stated otherwise in this Agreement, all fees paid are non-refundable.

6.3 Termination by Shopylyst

Shopylyst may suspend or terminate your access at any time, with or without notice, if:
(a) you breach any provision of this Agreement or the Acceptable Use Policy (AUP);
(b) payment remains unpaid after the applicable grace period;
(c) Shopylyst is required to do so by law or government order; or
(d) Shopylyst decides, in its discretion, to discontinue the service or any of its features.

If your access is terminated for cause, you remain responsible for all charges incurred up to the effective date of termination.

6.4 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights granted to you under this Agreement will immediately cease;
• You must stop using Shopylyst and remove any Shopylyst code, integrations, or materials from your systems.
• Each party must return or destroy any Confidential Information of the other, upon written request.

Certain provisions of this Agreement — including those relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution — will survive termination.

6.5 Suspension

Shopylyst reserves the right to suspend access temporarily or permanently if necessary to prevent unauthorized activity, protect system integrity, comply with legal obligations, or address operational or security concerns. Such suspension does not relieve you of your payment obligations under this Agreement.

7. Warranties and Disclaimers

7.1 Customer Warranties

The Customer represents and warrants that:
(a) it has the full legal authority and right to enter into this Agreement and perform its obligations hereunder;
(b) all information provided to Shopylyst is true, accurate, and complete;
(c) it will use Shopylyst only in compliance with this Agreement, the Acceptable Use Policy (AUP), and all applicable laws and regulations; and
(d) It owns or otherwise has all necessary rights, licenses, and permissions to provide and use any Customer Content made available through Shopylyst.

7.2 Shopylyst Warranties

Shopylyst will use commercially reasonable efforts to ensure that Shopylyst performs substantially in accordance with its published documentation. It does not warrant that it will be error-free, uninterrupted, secure, or completely free of defects, or that it will meet all of the Customer’s specific requirements.

7.3 Disclaimer of Warranties

Except as expressly stated in this Agreement, Shopylyst and all related services are provided on an “as is” and “as available” basis, without any warranties of any kind, whether express, implied, statutory, or otherwise.

To the fullest extent permitted by applicable law, Shopylyst expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from course of dealing, usage, or trade practice.

Shopylyst makes no warranty or representation that:
(a) It will meet the Customer’s business requirements.
(b) The operation of Shopylyst will be uninterrupted or error-free;
(c) any defects or errors will be corrected; or
(d) Any data, reports, or outcomes generated through Shopylyst will be accurate or reliable.

7.4 Third-Party Services

Shopylyst may interoperate with or link to third-party applications, services, or tools. Shopylyst does not control, endorse, or assume any responsibility for any third-party offerings. Any use of such third-party services is solely between the Customer and the third-party provider, and is governed by that provider’s own terms and policies.

8. Indemnification

The Customer will defend, indemnify, and hold harmless Shopylyst and its affiliates from and against any actual or threatened claim, loss, liability, proceeding, governmental investigation, or enforcement action arising out of or relating to the Customer Content, Customer Websites, or the Customer’s breach of these Terms (each, a “Claim”).

Shopylyst and its affiliates will cooperate reasonably in the defense of any Claim, at the Customer’s expense. Shopylyst reserves the right, at the Customer’s expense, to retain separate counsel for itself in connection with any Claim or, if the Customer fails to respond reasonably to a Claim, to assume exclusive control and defense of any Claim subject to indemnification under this Section.

The Customer will pay all costs, reasonable attorneys’ fees, and any settlement amounts or damages awarded against Shopylyst or its affiliates in connection with any Claim. The Customer will also be responsible for any costs and attorneys’ fees incurred by Shopylyst to successfully establish or enforce its right to indemnification under this Section.

9. General Terms

9.1 Export Controls

The use of Shopylyst may be subject to applicable Indian export control laws, foreign trade regulations, and international sanctions. In accessing or using Shopylyst, you agree to comply fully with all applicable domestic and international export laws and regulations, including those administered by the Directorate General of Foreign Trade (DGFT), the Ministry of Commerce and Industry, and any relevant foreign authorities. These laws may restrict or prohibit export, re-export, or transfer of certain technologies, data, or services to specific destinations, entities, or individuals.
You represent and warrant that you are not located in, under the control of, or acting on behalf of any country, entity, or person prohibited by applicable export laws or sanctions. You further agree to immediately discontinue use of Shopylyst if you become subject to any such restrictions.

9.2 Publicity

Shopylyst may use the Customer’s name and logo on its website, marketing materials, and promotional content to identify the Customer as a user of Shopylyst and to reference the relationship between the parties, unless the Customer notifies Shopylyst in writing to withdraw such permission.

9.3 Assignment and Delegation

Neither party may assign, transfer, or delegate this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment or transfer in violation of this clause shall be void. This Agreement will bind and benefit the parties and their permitted successors and assigns.

9.4 Waiver

Any waiver of a breach or default shall apply only to the specific instance and circumstances for which it is given. Failure or delay by either party to enforce any provision shall not be deemed a waiver of any future enforcement of that or any other provision.

9.5 Relationship of the Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind or obligate the other in any manner. This Agreement does not create any rights for any third parties.

9.6 Severability

Suppose any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction. In that case, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

9.7 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New Delhi, India. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement.

9.8 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered post, courier, or by email to the designated addresses.

Notices to Customer: As provided in the Customer’s account information.
Notices to Shopylyst: Shopylyst, Vishwakarma Nagar 2, Jaipur, Rajasthan 302018, India.

9.9 Entire Agreement

This Agreement constitutes the entire agreement between the Customer and Shopylyst regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, or communications, whether oral or written. No additional or conflicting terms in any purchase order or other document shall apply unless expressly agreed in writing by both parties.

9.10 Government Terms

If the Customer or its clients are government agencies or departments, the use and access of Shopylyst shall be subject to the terms of this Agreement only. No additional rights are granted beyond those expressly stated herein. Shopylyst has been developed entirely at private expense.

9.11 Interpretation

For this Agreement, the term “including” shall mean “including without limitation”, and headings are for reference only and shall not affect interpretation.